Dividing Duties Between Board and Staff
A nonprofit organization is hierarchical in structure by fiat. Every nonprofit has a board of directors that
is the ultimate responsible body for the organization. In the beginning of the nonprofit's existence it is
common for the board members to wear different hats and function also in the staff capacity. As soon
as it is feasible, most boards designate or hire their first chief executive who then manages the daily
affairs. The chief executive reports to the board and other staff hired later on report to the chief
executive. The structure defines accountability but everyone working together for the same objective is
what makes these partnerships succeed.
Primary roles of board
When defining the role of the board, it is important to remember that the role refers to the group, not to
the individual board members. The board functions as a team. Individual board members inherently
have no authority – no individual rights – over the organization but must assume accountability for their
own actions. The governing body together has three main foci:
Direction – The board guards the mission of the organization and, through guidelines, steers it in
the right direction.
Oversight – The board monitors the activities, the health, and the ethical behavior in the
organization.
Resources – The board ensures that the organization is well-equipped to fulfill its mission –
adequate finances, capable staff, and esteemed reputation.
Primary role of staff
When the board hires the first chief executive, it delegates the daily management to that person.
Maintaining a regular contact with the board and particularly the chair, the chief executive keeps the
board informed about the issues and activities that are part of the life in the organization. In fact, the
board would have great difficulties making well-rounded decisions without constant input from the chief
staff person. The rest of the staff – in due time – will help the chief executive more efficiently implement
the directives the board has set.
Working together
It is not always easy or even possible to draw a clear line between governance and management. The
board's duties are colored by its monitoring role. The chief executive, on the other hand, alone is
responsible for making things happen with the help of the rest of the staff. However, both sides need
each other's support – and availability, when requested – without veering off to micromanagement or
'über-control.' Constructive partnership is built on knowing when to act alone, when to help – or ask for
help, and trusting the partner to do the same.
Specific responsibilities
Oversight
Board: Health and success of the organization
Drafts and/or approves broad policies to guide and protect the organization, board, and staff
Monitors that all legal requirements get proper attention
Hires the chief executive and delegates to him or her the daily operations
Expects regular and objective reports from staff
Chief executive: Programs and administration
Oversees daily operations
Hires staff and delegates operational responsibilities to them
Shares good and bad news with the board
Planning and evaluation
Board: Strategic framework for the organization
Adopts an overall strategic mindset by focusing on the big issues that matter most
Actively participates in strategic sessions and retreats
Annually evaluates the performance of the chief executive and determines appropriate
compensation
Evaluates its own performance regularly - at least every three to four years
Via staff reports assesses the organization's achievement of its goals
Chief executive: Strategic and operational plans
Ensures that strategic planning happens with the board's appropriate involvement
Leads operational planning and approves the plans for the staff
Ensures a process for staff performance exists, approves staff compensation, and evaluates his
or her own performance
Finances
Board: Fiduciary duty over the organization
Makes sure adequate financial expertise is secured on the board
Sets overall fiscal policies and ensures appropriate internal controls
Approves the annual budget and monitors carefully the financial reports
Hires an auditor and reviews the audit in an executive session with the auditor
Chief executive: Financial management
With the help of the financial staff, prepares the annual budget and provides the board with
regular financial statements
With staff, handles the daily financial operations and monitors cash flow
Defines financial policies and procedures for all daily money transactions
Fundraising
Board: Fundraising policies
Drafts gift-acceptance policies and personal giving guidelines for board members
Actively participates in the overall fundraising efforts as directed by development staff
During capital campaigns takes a lead in securing the campaign's success
Chief executive: Fundraising plan
Drafts (with development staff) a development plan, oversees its implementation, and involves
the board in fundraising
Acts as the main representative of the organization and (when there is no development director)
communicator with major funders
Board recruitment and development
Board:
Through the governance committee ensures that the board's composition reflects the
organization's needs: actively cultivates new recruits
Drafts board specific policies and ensures the bylaws are applicable
Incorporates governance training, including orientation, into regular board schedule
Chief executive:
Assigns staff to support the board in committees and in meeting, orientation, and retreat
preparation
Identifies potential new board members